And the most famous lost movie role of all time? Molly Ringwald (who was already a big star at the time thanks to cult 80s classics Pretty in Pink and Breakfast Club) was offered the iconic part of the prostitute with a heart of gold, but she passed! Julia Roberts was of course eventually cast, launching her status as America’s sweetheart forever. Luckily the ravishing redhead had no regrets about not pursuing the film.

“Julia Roberts is what makes that movie. It was her part. Every actor hopes for a part that lets them shine like that,” Ringwald has said.

Brunette beauty Sandra Bullock was originally cast to star in the inspirational flick but had to drop out due to scheduling conflicts for Miss Congeniality 2. Turns out Hilary Swank was meant to play the part—and super dedicated to it too! The then 30-year-old actress spent five hours in the gym each day for three months straight, gaining almost 20 pounds of pure muscle to play the female boxer.

“You realize that your body is a machine. It can adapt to whatever you need it to,” she’s said of the role. All that hard work eventually paid off; Swank went on to win a Best Actress Oscar for the film.

Before Sandra Bullock was cast as feisty mom and activist Leigh Anne Tuohy in the box-office smash The Blind Side, movie execs wanted Julia Roberts to star. After Roberts turned down the role to make room for her ensemble rom-com Valentine's Day instead, 20th Century Fox reportedly tried to alter the script and change the lead to a male! Good thing Sandra Bullock was there to save the day; though she took a major pay-cut to do the flick, the backend bonuses from the film made her one of Hollywood’s highest paid actresses (and an Oscar winner!).

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Gwyneth Paltrow

Role: Rose DeWitt Bukater in Titanic (1997)Played by: Kate Winslet

There were scores of talented actresses on the list for this iconic part, including Homeland’sClaire Danes and even Jennifer Aniston. Gwyneth Paltrow was actually director James Cameron’s top choice, but she turned it down because it wasn’t her “cup of tea.” Kate Winslet, who was just a 19-year-old actress at the time with only a handful of screen roles to her credit, fought hard for the role and we’re so glad she did!

“'A 19-year-old girl who was going to carry a film of that scale on her shoulders, it's a huge responsibility,” Cameron’s said. “You're standing on set surrounded by 2,000 extras and all the lights and cameras are pointed at you. If you don't pull it off, it doesn't work. A lot of people would have imploded at that, but she didn't.”

Bonus! Check out this video of Winslet’s very first screen test for the film.

Jennifer Lawrence seems to be the only one who could play the neurotic, recently widowed Tiffany Maxwell to such amazingness, but boy, she had some stiff competition! Anne Hathaway was originally offered the role but dropped out due to scheduling conflicts, and then came the rumors that Angelina Jolie, Rachel McAdams, Olivia Wilde, Elizabeth Banks, Blake Lively, Rooney Mara, and Kirsten Dunst were all considered as well. But alas, Lawrence’s last-minute Skype audition from her parents’ house in Louisville won over director David O. Russell instantly.

“We didn’t know she had all that in her! She came in at the eleventh hour and just stole it,” he’s said. (As if we needed any more reasons to love her!).

Ugh, as if! Sarah Michelle Gellar was actually the first actress in mind to play the oh-so-lovable Cher Horowitz in the hit movie, but she had to pass due to scheduling issues with All My Children. After director Amy Heckerling spotted Alicia Silverstone in an Aersomith video on MTV, the rest is history. Silverstone was so perfect for the part, she hasn’t been able to shake the adorably ‘clueless’ character off since.

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Drew Barrymore

Role: Nomi Malone in Showgirls (1995) Played by: Elizabeth Berkley

It’s probably smart thatDrew Barrymore turned down the sexy, scantily clad role of Nomi Malone in Showgirls, given that the camp-tastic film went on to be known as one of the worst ever made (though oddly enough, it still had a crazy cult following). Saved by the Bell star Elizabeth Berkley accepted the part instead, and while we can’t say much for the script, her body sure was smokin’!

“I loved the intensity [of the movie] because I got to use my years of dance training. We worked 18 hours a day, seven days a week for six months,” she’s said of the role. “I LOVED every single second of learning the choreography.”

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Molly Ringwald

Role: Vivian Ward in Pretty Woman (1990)Played by: Julia Roberts

And the most famous lost movie role of all time? Molly Ringwald (who was already a big star at the time thanks to cult 80s classics Pretty in Pink and Breakfast Club) was offered the iconic part of the prostitute with a heart of gold, but she passed! Julia Roberts was of course eventually cast, launching her status as America’s sweetheart forever. Luckily the ravishing redhead had no regrets about not pursuing the film.

“Julia Roberts is what makes that movie. It was her part. Every actor hopes for a part that lets them shine like that,” Ringwald has said.

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Angelina Jolie

Role: Alex Munday in Charlie’s Angels (2000)Played by: Lucy Liu

The butt-kicking role of Alex Munday in the fun female action flick was originally offered to Angelina Jolie, but the actress turned it down after admitting she wasn’t a fan of the original 1970s series. It was then presented to Jada Pinkett Smith and Thandie Newton, but both passed due to scheduling conflicts. That’s when Lucy Liu stepped in for the part, and we have to admit, we can’t imagine anyone else playing it!

It’s no surprise Liu is so famous for her fierce fighting characters; she trained a whopping eight hours a day, five days a week for the film. “I thought I was fairly fit when I started [the project], but I wasn't. The kind of moves we were doing with all the kicking—oh my god! I couldn’t even lift my legs afterward,” she's said.

Basic Instinct was one of Sharon Stone’s most iconic roles, but would you believe Michelle Pfeiffer was actually offered the lead first? According to the blonde bombshell herself, Pfeiffer turned down the risqué part because she found the idea of filming the erotic love scenes too daunting.

"I just couldn't do that one, because of the sexual parts, the nudity," she’s said. "My father was still alive. I'm kind of prudish. And honestly? I am not that uninhibited about my body. I'm modest."

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Angela Bassett

Role: Leticia Musgrove in Monster’s Ball (2001)Played by: Halle Berry

Even though she wasn’t working much at the time, Angela Bassett passed on the Monster’s Ball role that ultimately led to Halle Berry becoming the first African-American woman to be awarded a Best Actress Oscar. Why’d she turn it down?

“I wasn’t going to be a prostitute on film,” Bassett told Newsweek. “I couldn’t do that because it’s such a stereotype about black women and sexuality.”

Turns out, she wasn’t alone; Vanessa Williams was also considered for the character but walked away due to the full frontal nudity.

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You’ll never guess the surprising parts these fit celebs passed up!

Promo Subtitle

Titanic starring Gwyneth Paltrow? Pretty Woman without Julia Roberts? These films just wouldn’t be the same if directors got their first-round picks.